LLC Administrative Dissolution and Involuntary Termination in Nevada
At a glance
| Law, agency and LLC scope | Nev. Rev. Stat. §§ 86.263, 86.272–.276; Secretary of State; domestic LLC charter revocation and forfeiture of right to transact business. |
|---|---|
| Grounds and trigger dates | Failure to make the required initial or annual list filing and pay its fee when due creates default (§§ 86.263, 86.272(1)); a list lacking required manager/member addresses can be refused (§ 86.269). Unit-owner association registration/fee default is a separate referral ground (§ 86.272(2)). |
| Agency notice | Secretary must send written default notice to LLC registered agent, stating unpaid filing fee, penalties, and costs; agent may request electronic notice (§ 86.274(1)). Secretary also sends forfeiture notice afterward (§ 86.274(4)). |
| Cure or response window | No separate number-of-days response window in § 86.274; default continues until required filing/fees are addressed. Charter revocation occurs on the first day of the first anniversary of the month following the month filing was required (§ 86.274(2)). |
| Action and effective date | Statute itself revokes charter and forfeits transaction right on the § 86.274(2) anniversary date; Secretary compiles forfeiture list and then notifies agent (§ 86.274(3)–(4)). |
| Status, activity and service | Managers, or members if no managers, hold defaulting LLC property/assets in trust; proceedings concerning them may follow LLC dissolution rules; reinstatement dismisses proceedings and restores property (§ 86.274(5)–(6)). Statute says right to transact business is forfeited. |
| Special routes and effects | For a unit-owners association LLC, Real Estate Division Administrator’s notice of registration or fee noncompliance also causes Secretary to deem company in default (§ 86.272(2)); Secretary compiles complete forfeiture list under § 86.274(3). |
| Route back and limits | § 86.276: required filings, fees/penalties and reinstatement fee; relation back, but no reinstatement after five consecutive years of revocation. § 86.580 separately permits charter revival by certificate and approval. |
Requirements one by one
Default and forfeiture are different events
Under § 86.272(1), a missed required filing and payment puts the LLC in default. Section 86.274(1) then requires written notice to the registered agent with unpaid fees, penalties, and costs. The charter is revoked, and the right to transact business forfeited, only on the date specified in § 86.274(2): “the first day of the first anniversary of the month following the month in which the filing was required.”
What trips people up
The § 86.263 annual-list deadline is normally the last day of the LLC’s organization-anniversary month; the statute also permits an alternative due date. The 90-day reminder in that section precedes the due date and does not replace the default notice under § 86.274. After forfeiture, the Secretary compiles a forfeited-company list and sends another written notice to the agent. A unit-owners association LLC also can enter default after an Administrator referral for unpaid association fees or missing registration under § 86.272(2).
Common questions
Can the LLC reinstate after five years? Section 86.276(4) bars reinstatement after five consecutive years revoked. Section 86.580 provides a separate charter revival route with a certificate and member approval; its terms must be met.
Statutes and sources
- Nev. Rev. Stat. § 86.263 — “The limited-liability company shall thereafter, on or before the last day of the month in which the anniversary date of its organization occurs” file an annual list (official NRS, accessed 2026-09-26).
- Nev. Rev. Stat. § 86.269 — “the Secretary of State may refuse to file the list” if required addresses are absent (official NRS, accessed 2026-09-26).
- Nev. Rev. Stat. § 86.272 — an LLC missing a required filing and fee “is in default” (official NRS, accessed 2026-09-26).
- Nev. Rev. Stat. § 86.274 — “the charter of the company is revoked and its right to transact business is forfeited” on the specified anniversary date (official NRS, accessed 2026-09-26).
- Nev. Rev. Stat. § 86.276 — after “5 consecutive years, the charter must not be reinstated” (official NRS, accessed 2026-09-26).
- Nev. Rev. Stat. § 86.580 — a qualifying LLC may “procure a renewal or revival of its charter” (official NRS, accessed 2026-09-26).
Source links
Every statute quoted above, linked, with the date we checked it.
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